Terms and Conditions

Vertical IQ License Terms and Conditions

By executing the vertical IQ Order Form (the “Order Form”) between Vertical IQ, Inc., a North Carolina corporation located at 601 St. Mary’s Street, Raleigh, NC 27605 (#Vertical IQ”) and the customer named in the Order Form (“Customer”), incorporating these Vertical IQ License Terms and Conditions (“Terms and Conditions”), Vertical IQ and Customer agree that these Terms and Conditions together with the Order Form (the Order Form collectively with these Terms and Conditions, the “Agreement”) represent the entire agreement between the parties. All terms capitalized but not defined in these Terms and Conditions shall have the meanings ascribed to them in the Order Form. All terms capitalized but not defined in these Terms and Conditions shall have the meanings ascribed to them in the Order Form.

BACKGROUND

Vertical IQ has previously developed a web-based portal (the “Portal”) that provides users with access to profiles describing industries such as nursing homes, commercial printing, dentists and 560+ others, which provide information for those who advise and analyze businesses and , among others, to use in researching various industries to facilitate informed decisions and advice regarding market conditions, risk considerations, financial and technology products useful to the industry, and other information. Each industry profile contains approximately twenty to twenty-five pages of portal-accessed proprietary content—including trends, challenges, financing, news, statistics, videos about the industry, and more—along with certain individual components; such as the ability to sign up for email alerts, and signing up for favorite industries. The Portal also contains economic reports on thousands of localities across the United States. Company desires to have access to the proprietary industry research profiles offered through the Portal (as hosted by Vertical IQ or its contractor), subject to the terms and conditions set forth in this Agreement; and Because the Portal has been previously developed by Vertical IQ, this Agreement does not contemplate any custom development by Vertical IQ for Company, “on-site” services (other than limited training opportunities set forth below), or the receipt by Vertical IQ of any Company customer information or other sensitive information. NOW THEREFORE, in consideration of the mutual benefits provided herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS

“Vertical IQ Technology” means any Vertical IQ technology, including, but not limited to, the Portal, the Internet website through which the Reports are provided, hardware, software, documents, documentation, processes, algorithms, user interfaces, and know-how created, conceived, used, or otherwise developed, licensed or acquired by Vertical IQ or embodied or otherwise incorporated in, or used to operate or provide access to the Reports, in whole or in part, including without limitation, all inventions and works of authorship included in the foregoing.

“Authorized Users” means those employees and authorized representatives of Company as described on Exhibit A hereto that are authorized to carry out functions on behalf of Company and are authorized by the License Administrator to access and use the Reports in accordance with the terms hereof. The set of Authorized Users may be increased (e.g., to add additional divisions or offices as Authorized Users) by the mutual written agreement of the parties.

“License Administrator” means the employee of Company that Company designates to manage and administer Company’s access and use of the Reports.

“Proprietary Right” means any patent, copyright, trademark, trade secret, trade dress, moral right, right of attribution or integrity or other intellectual or proprietary rights.

“Reports” means those web-based reports, works of authorship, as well as any additions, improvements, modifications, updates, upgrades, new releases, or revisions to the foregoing provided through the Vertical IQ Technology.

2. RIGHTS AND OWNERSHIP

2.1 License Grant. Subject to the terms and conditions of this Agreement, Vertical IQ hereby grants to Company a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use the Reports as made available to Company through the Portal during the Term solely for Company’s internal business purposes, provided that all such use and access shall be undertaken solely by those Authorized Users subject to the maximum number stated in Exhibit A. The foregoing license includes (i) the Company’s right to share one copy of up to three Reports with each of Company’s clients (each, a “Client”), provided, however, the copies of the Reports provided by Company to its Client must relate directly to the Client’s industry, the Client shall use the Report for its internal use only, and Company shall not charge the Client for the copy of the Reports; and (ii) Company’s right to use the Sharing Feature solely in accordance with Section 2.2. This Agreement constitutes a license and not a transfer of title in the Reports.

2.2 Sharing Snippets. The Portal may include features that enable Authorized Users to share limited Snippets (as defined below) to social media, email, or reshare the Snippet, in each case solely via a share link embedded in the Portal (the “Sharing Feature”). Subject to the terms and conditions of this Agreement, Company, through its Authorized Users, may share Snippets during the Term, solely as provided by, and to the extent enabled through, the Sharing Feature within the Portal. A “Snippet” means the limited portion of content from the Portal that a specific Sharing Feature allows to be shared, in the form and format provided through the Sharing Feature. Company shall clearly include proper attribution to Vertical IQ with each Snippet it shares, and shall include any attribution that Vertical IQ includes in the Snippet. Notwithstanding anything to the contrary, in no event shall an Authorized User share Snippets more than 25 times in the aggregate per month without Vertical IQ’s express written consent. Company and Authorized Users shall not (i) share, disclose, display or link to, any content within the Portal that does not provide the Sharing Feature, or in any manner other than through the Sharing Feature (ii) cause the Snippet to be displayed on or appear to be displayed by, any other website or page other that as permitted and expressly enabled in subpart (i) above (provided that if the Sharing Feature permits posting to social media, such social media post shared pursuant to this Section 2.2 may be reshared in its entirety within that social media platform (for example, it may be “retweeted”)); or (iii) share Snippets through automated or systematic retrieval, or in a way that creates commercial value or could be used by third parties as a substitute for a subscription to the Portal or a part of it. Upon Vertical IQ’s request, Company agrees to, and to cause its Authorized Users to, promptly remove any Snippets Company or
its Authorized Users shared, and to cooperate with Vertical IQ in causing any unauthorized framing or linking immediately to stop. The Sharing Feature is provided in Vertical IQ’s discretion, and Vertical IQ may disable all or any Sharing Features and links at any time without notice.

2.3 Vertical IQ Technology and Reports. As between Company and Vertical IQ, Vertical IQ is the sole and exclusive owner of all rights in the Reports and Vertical IQ Technology and all products or services developed by Vertical IQ in relation thereto. All rights in the Reports and Vertical IQ Technology not expressly granted hereunder are hereby retained by Vertical IQ. Company acknowledges that the Reports and Vertical IQ Technology are proprietary to Vertical IQ, may contain confidential and unpublished material and are protected by trade secret, copyright and other Proprietary Rights.

2.4 Third Party Content. Certain content included in the Reports is made available by third parties and is subject to additional terms and conditions set forth on Appendix A of this Agreement. Appendix A is hereby incorporated into this Agreement in all respects. In the event of a conflict between this Agreement and Appendix A, Appendix A shall control.

3. RESTRICTIONS AND REPRESENTATIONS

Company will not, and shall ensure that Authorize Users and Clients do not, directly or indirectly: (i) resell, transfer or broker the Reports except as expressly set forth herein in Section 2.1 or Section 2.2; (ii) allow the publication of the Reports or allow the Reports to be displayed publicly within the meaning of the United States Copyright Act except as expressly permitted by Section 2.2; (iii) commingle, merge or append any Reports or information contained therein with any separate file or data bank without the prior written consent of Vertical IQ unless such activity is in the normal course of business such as internal documents or files; (iv) modify, reverse engineer, disassemble or decompile the Reports or the Vertical IQ Technology, or attempt to determine any portion of the source code or any trade secrets with respect to the Reports or the Vertical IQ Technology, or prepare derivative works based on the Reports or the Vertical IQ Technology; (v) sublicense or subcontract the right to reproduce the Reports or the Vertical IQ Technology; (vi) remove, obscure, or alter any notice of copyright, trademark, or other Proprietary Right appearing in or on any item included with the Reports or the Vertical IQ Technology; (vii) circumvent or attempt to circumvent any methods employed by Vertical IQ to control access to the components, features or functions of the Reports or the Vertical IQ Technology, or to prevent unauthorized use of the Reports or the Vertical IQ Technology; (viii) use the Reports or the Vertical IQ Technology in any commercially hosted or service bureau environment; (ix) use or authorize or permit any third party to use any “robot,” “spider” or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor, copy, scrape, or reverse engineer any of the web pages, data or content found on the Portal; (x) use or authorize or permit any third party to use the Reports, any portion of the Reports, or any derivatives thereof, to train or develop any machine learning or artificial intelligence program; (xi) utilize any software, application, or algorithm, whether integrated in a browser or otherwise, that modifies or adds content to the layout, design, or content of the Portal; (xii) transfer any web pages, data or content, found on the Portal to any other computer, server, website, or other medium for mass distribution or for any use other than as expressly permitted hereunder; or (xiii) use any device, software or routine that interferes or attempts to interfere with the normal operation of the Portal or take any action that imposes an unreasonable or disproportionate burden or load on the infrastructure of the Portal. The Reports shall at all times identify Vertical IQ as the source of the Reports. Company may not use the Reports or any data contained therein to create, develop or enhance a competing product or service.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1 License Administrator. As a condition to accessing the Reports, Company shall identify to Vertical IQ in
writing a License Administrator. The License Administrator or his designees may increase the set of Authorized
Users hereunder (e.g., to add additional divisions or offices as Authorized Users) at Vertical IQ’s then-current fees
by placing an order with Vertical IQ and entering into a written amendment to this Agreement.

4.2 Compliance with Laws. Each party shall comply with all applicable laws, regulations, rules, orders and
other requirements, now or hereafter in effect, of any applicable governmental authority, in its performance of its
activities hereunder.

4.3 Access to and Use of the Portal and Reports. In accordance with the terms of the Agreement, Vertical IQ will provide Company’s Authorized Users with access to the Portal, as hosted on Vertical IQ’s dedicated servers (either owned by Vertical IQ or maintained by a third party contractor). Company is entitled to continued access to the Portal and Reports only for the duration of the Term. Company is solely responsible for the designation and administration of passwords (“Passwords”) to access the Portal and Reports. Subject to the terms hereof, Company will use commercially reasonable measures to prevent unauthorized access to, or use of, the Portal or Reports by any person or entity other than Authorized Users, including without limitation adhering and ensuring that Authorized Users adhere to the restrictions hereunder and any terms, conditions or rules that appear on the Portal or in the Reports from time to time and keeping and ensuring that all Authorized Users keep all user identification numbers and Passwords confidential and are not shared with any other person (including any other Company personnel). Except as otherwise agreed by the parties in writing, Company shall have sole responsibility for acquiring and maintaining its own technical environment, including but not limited to the hardware and Internet access to access the Portal as permitted hereunder, which for clarity shall include satisfaction of the Minimum System Requirements set forth on Exhibit C hereto.

4.4 Publicity. Vertical IQ shall not in any way or in any form publicize or advertise in any manner the fact it is providing services or Reports to Company without the express written approval of Company, obtained in advance, for each item of advertising or publicity. However, nothing herein shall preclude Vertical IQ from listing Company as a client. In no event will Vertical IQ use the Company trademark in any printed material, websites, or other medium without the prior written approval of Company.

5. CONFIDENTIALITY

5.1 Confidentiality. Each party (“Receiving Party”) will hold in confidence all information obtained from the other party (“Disclosing Party”) in connection with this Agreement (“Confidential Information”) and use and disclose it only as expressly permitted under this Agreement, provided that these restrictions will not apply to any information that (i) was already known to the Receiving Party without obligation of confidentiality; (ii) is or becomes properly available to the Receiving Party (under conditions which do not restrict further disclosure) from a third party source who did not obtain such information directly or indirectly from the Disclosing Party; or (iii) is or becomes part of the public domain through no fault of the Receiving Party. The Reports and the terms of this Agreement constitute Confidential Information of Vertical IQ for all purposes under this Agreement.

5.2 Injunctive Relief. The parties acknowledge and agree that (a) any actual or threatened breach by a party of its duties and obligations under this Section 5 will cause the other party irreparable harm for which money damages would not constitute an adequate remedy; and (b) in the event of any such actual or threatened breach, the Disclosing Party will be entitled to seek injunctive relief to prevent or eliminate such breach.

5.3 No Customer Information. Unless otherwise specifically agreed in writing between the parties, Company agrees that it shall not provide Vertical IQ with any Company customer information whatsoever, including without limitation names, addresses, identification numbers, bank account information, credit card information, or any other personally-identifiable information or other similar information.

6. SUPPORT

6.1 Modification. Vertical IQ reserves the right to modify the Portal used to provide the Reports for purposes including but not limited to accommodating evolving technology and increased network demand, and providing enhanced Reports, provided that such modifications do not have a material adverse effect on the Reports provided hereunder. Without limiting the generality of the foregoing, to the extent any such change results in a change in theInternet Protocol addresses associated with the Portal, Vertical IQ shall reasonably assist Company to ensure that Company’s domain names are registered with the new Internet Protocol addresses in a timely manner.

6.2 Technical Support. Vertical IQ will provide Company with technical support during Vertical IQ’s normal business hours via teleconference at no additional charge to Company.

6.3 Updates and Improvements. Vertical IQ will provide Company with ongoing maintenance, updates and improvements to the Reports that Vertical IQ provides to all of its customers at no additional charge to Company, provided, however, that such updates and improvements do not constitute a new or separate Report, as determined in the sole discretion of Vertical IQ.

6.4 Additional Services; Training. Vertical IQ will provide Company with such additional services and/or training for use of Vertical IQ’s Reports and Vertical IQ Technology as set forth on the Order Form

7. FEES

7.1 Amounts. Company agrees to pay to Vertical IQ the amounts set forth on the Order Form for each of the Initial Term and any Renewal Term.

7.2 Taxes. Company shall pay all taxes (except for taxes based on Vertical IQ’s income) due on all payment received by Vertical IQ hereunder.

7.3 Invoices. Unless otherwise stated herein, all invoices shall be due and payable within thirty (30) days of the invoice date. For any invoice not paid within ninety (90) days, Vertical IQ may assess and Company shall pay a service charge accruing thereafter until the date of payment of the lesser of (a) the rate of one and one-half percent (1.5%) per month or (b) the maximum lawful interest rate applicable. Payments can be made by Company check sent to Vertical IQ at the address set forth in the preamble hereto, ACH transfer, or Company credit card. A convenience fee will be added to the invoice amount for credit card payments.

8. TERM AND TERMINATION

8.1 Term. The Order Form sets forth the Term of this Agreement.

8.2 Termination. Either party may terminate this Agreement at any time (a) upon written notice to the other if the other party commits a material breach hereunder and fails to cure such breach within thirty (30) days following receipt of written notice thereof, or (b) immediately upon written notice to the other if the other commits any breach of Sections 2 (Rights and Ownership) or 5 (Confidentiality).

8.3 Effect of Termination. Sections 2.2, 3, 5, 7, 8.3, 9, 10, and 11.6 of this Agreement, and any other provisions which would reasonably be expected to survive, will survive any termination or expiration of this Agreement. Upon the expiration or termination of this Agreement pursuant to and in accordance with this Section 8, the following will apply unless otherwise agreed upon by the parties, Customer will immediately cease to have access to the Reports.

9. LIMITED WARRANTY AND INDEMNITY

9.1 Warranty. Vertical IQ warrants that, to Vertical IQ’s actual knowledge, the current versions of the Reports as made available to Customer by Vertical IQ, when used in accordance with this Agreement, do not infringe any third party’s intellectual property rights. If the Reports do not comply with this warranty, Customer’s sole remedy and Vertical IQ’s sole obligation will be to indemnify and hold Customer harmless from and against any third-party infringement claims, actions, investigations or liabilities (including damages, losses, costs, expenses, and reasonable attorneys’ fees) resulting specifically from the non-compliance (provided Customer permits Vertical IQ to defend Customer against any such claim), and to use commercially reasonable efforts to (A) procure for Customer the right to continue to use the Reports as set forth in this Agreement; (B) provide a reasonable workaround solution; or (C) replace or modify the Reports to make their use non-infringing without any material degradation of performance or, if alternatives (A)-(C) are not practicable, to refund a prorated portion of the fees paid by Customer for the affected Reports and terminate this Agreement as to the affected Reports upon written notice to Customer.

9.2 Customer Indemnity. The information contained in the Reports is intended for background preparation and general information only, and is not to be used for making lending decisions or other business purposes. Customer assumes sole responsibility for results obtained from the use of the Reports by Customer and conclusions drawn therefrom. Customer will defend, indemnify and hold Vertical IQ harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, attorneys’ fees, or disbursements of any kind or nature whatsoever that may be imposed upon, incurred by or asserted against Vertical IQ arising from (a) any violation of the terms of this Agreement; (b) results obtained by Customer’s use of the Reports and conclusions drawn therefrom and (c) Customer’s use of the Reports except to the extent resulting from any breach of this Agreement by Vertical IQ.

9.3 Procedure. In any claim described in this Section 9, the party seeking indemnification will: (a) give the indemnifying party prompt written notice of the claim; (b) permit the indemnifying party to control the defense and settlement of the claim (provided that the indemnifying party may not settle any claim without the indemnified party’s prior written consent, which consent may not be unreasonably withheld or delayed); and (c) cooperate with the indemnifying party (at the indemnifying party’s expense) in the defense and settlement of the claim.

9.4 Disclaimer and Release. EXCEPT AS SPECIFICALLY SET FORTH IN this AGREEMENT, VERTICAL IQ MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING USE OF OR RELIANCE ON THE REPORTS AND THE REPORTS ARE PROVIDED “AS IS”. THE WARRANTIES OF VERTICAL IQ AND THE REMEDIES OF CUSTOMER SET FORTH IN THIS SECTION 9 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES AND DISCLAIMS ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF VERTICAL IQ AND ALL OTHER REMEDIES, RIGHTS AND CLAIMS OF CUSTOMER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY DEFECT, DEFICIENCY, DATA ACCURACY, OR NONCONFORMITY IN THE REPORTS, VERTICAL IQ TECHNOLOGY, DOCUMENTATION OR ANYTHING ELSE FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY: (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; (C) ANY OBLIGATION, LIABILITY, RIGHT, REMEDY OR CLAIM IN TORT, NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OF VERTICAL IQ (WHETHER ACTIVE, PASSIVE OR IMPUTED); AND (D) CLAIM OF INFRINGEMENT (except as set forth specifically in section 9.1). VERTICAL IQ DOES NOT WARRANT THAT OPERATION OF OR USE OF THE REPORTS OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR ENTIRELY SECURE. CUSTOMER WILL BEAR ALL RISK ASSOCIATED WITH ANY USE OF THE INTERNET OR OTHER MEANS OF COMMUNICATION OR DATA TRANSMISSION BY OR ON BEHALF OF CUSTOMER UNDER this AGREEMENT, INCLUDING WITH RESPECT TO ANY VIRUS OR HARMFUL CODE RESULTING THEREFROM, AND VERTICAL IQ DISCLAIMS ALL LIABILITY AND RESPONSIBILITY IN CONNECTION WITH SUCH USE.

10. LIMITATIONS

10.1 Excused Performance. Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement (other than monetary obligations) as a result of any cause or condition beyond such party’s reasonable control.

10.2 Limitation of Liability. VERTICAL IQ’S LIABILITY (WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED) OR ANY OTHER THEORY) ARISING UNDER OR WITH REGARD TO THIS AGREEMENT OR THE REPORTS, VERTICAL IQ TECHNOLOGY, DOCUMENTATION, OR OTHER ITEMS FURNISHED HEREUNDER WILL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL COMPENSATION PAID BY CUSTOMER TO VERTICAL IQ UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ASSERTION OF THE APPLICABLE CLAIM.

10.3 Limitation of Damages. IN NO EVENT WILL VERTICAL IQ HAVE ANY OBLIGATION OR LIABILITY (WHETHER BASED ON CONTRACT, WARRANTY TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED) OR OTHER THEORY) FOR THE COST OF COVER OR FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, REVENUE, PROFIT OR BUSINESS) ARISING OUT OF OR PERTAINING TO THIS AGREEMENT OR THE REPORTS, DOCUMENTATION, VERTICAL IQ TECHNOLOGY OR OTHER ITEMS FURNISHED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. GENERAL

11.1 Independent Contractors. Vertical IQ and Customer are independent contractors, not employees, agents, or franchisees of one another. Neither party will represent or hold itself out as an employee, agent, or franchisee of the other. Neither party will be entitled to, and neither party will attempt to, create or assume any obligation, express or implied, on behalf of the other party. This Agreement will not be interpreted or construed as creating or evidencing any association, joint venture, or partnership among the parties or as imposing any partnership or franchisor obligation or liability on any party. Further, this Agreement will not be interpreted or construed to create an exclusive relationship between the parties. Each party reserves the right to promote, market and solicit sales, licenses and other offerings of its products or Reports without restriction, either directly or through others, at any time during or after the termination or expiration of the Term.

11.2 Notices. Any notice or other communication under this Agreement given by either party to the other will be in writing and delivered either (a) in person or by first-class, registered, or certified U.S. mail or overnight delivery service, return receipt requested, postage prepaid to the address set forth in the Order Form, or (b) by electronic mail to info@verticaliq.com (for notice to Vertical IQ) or Customer’s email address set forth in the Order Form (for notice to Customer). Where a notice is sent under (a) above, notices will be deemed received twenty-four (24) hours after the same has been sent in accordance with this Section 11.2. Where a notice is sent under (b) above, notices will be deemed received upon delivery. Notices will be directed to the intended recipient at the address specified at the beginning of this Agreement or electronic mail address listed in this Section 11.2. Either party may from time to time change such addresses by giving the other party notice of such change in accordance with this paragraph.

11.3 Assignment. Customer will not assign or delegate this Agreement or its rights or obligations under this Agreement by operation of law or otherwise without the prior written consent of Vertical IQ. Any assignment by Customer, with or without Vertical IQ’s consent, will not relieve Customer of any of its obligations under this Agreement. Subject to the foregoing restriction on assignments by Customer, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any assignment in violation of the foregoing restrictions shall be null and void.

11.4 Nonwaiver. The failure of either party to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provisions, rights, or remedies in that or any other instance; rather, the same will be and remain in full force and effect. Further, no waiver will be valid unless set forth in a written instrument signed by the party to be bound thereby.

11.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the enforceability of the remaining provisions of this Agreement shall not be affected and the unenforceable provision shall be deemed modified such that it is enforceable and accomplishes the intention of the parties to the fullest extent possible.

11.6 Applicable Law. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of North Carolina without reference to its choice of law principles to the contrary. Each party hereby consents to the jurisdiction and venue of the state and federal courts located in Wake County, North Carolina, with regard to any suit or claim arising under or by reason of this Agreement. Customer will not commence or prosecute any suit or claim to enforce this Agreement, or otherwise arising under or by reason of this Agreement, other than in such courts.

11.7 Entire Agreement. This Agreement, the Order Form(s), and the exhibits hereto constitute the entire agreement and understanding of the parties regarding the subject matter hereof and may not be modified except by a written instrument which expressly amends this Agreement signed by an authorized representative of each party. In the event of an inconsistency between these Terms and Conditions and the Order Form, the Order Form shall control.

11.8 Counterparts. This Agreement may be executed in two or more counterparts, and each counterpart wil be deemed an original, but all counterparts together will constitute a single instrument.

EXHIBIT A

Minimum System Requirements

In order to access the Portal, Authorized Users must meet the following “Minimum System Requirements”:

Most recent release and one previous release of Microsoft Edge, Chrome, Firefox or Safari
Javascript
Most recent release and one previous for Android or IOS (for mobile app).